Company Setup

Annual Return Tanzania: BRELA Filing, Fees, Penalties and Strike-Off Risk

Cover: the BRELA annual return for Mainland Tanzania companies under the Companies Act Cap. 212 R.E. 2023 and Form 131
The yearly confirmation of a company's officers, members and capital to BRELA, filed on ORS on Form 131 under GN 82 of 2026. As at 12 October 2026.
Direct answer

What is the annual return in Tanzania and when is it due? Every company registered with BRELA on the Mainland, dormant ones included, files an annual return under Companies Act Cap. 212, s.131 of the 2023 revised edition. It is made up to the incorporation anniversary and filed on ORS within 28 days, on Form 131. The fee is TZS 22,000 (F0007); late filing adds TZS 2,500 a month (F0006).

This is Zatra's definitive guide to the annual return Tanzania companies file with BRELA: the law, Form 131, accounts, beneficial ownership, fees, strike-off, Zanzibar and a worked example in shillings.

What the law says about the annual return

The annual return is a yearly snapshot of a company, delivered to the Registrar of Companies at BRELA: who runs it, who owns it, where it sits and its capital. On the Mainland the governing law is the Companies Act, Cap. 212, now in its Revised Edition 2023.

The revision renumbered the Act. Before it, the annual return section and form were numbered 128. The table of contents of the R.E. 2023 text published by BRELA, and the same edition in the Office of the Solicitor General e-Library, lists five sections:

Section (R.E. 2023)Heading in the ActWhat it covers
s.131Duty to deliver annual returnsThe core obligation and the return date
s.132Contents of annual return: generalRegistered office, officers, business activities
s.133Contents of annual return: share capital and shareholdersIssued capital, members and transfers
s.134Annual return to be made by company not having share capitalGuarantee companies and similar
s.135Accounts and other documents to be annexed to annual returnFinancial statements filed with the return

The form is prescribed by the Companies (Forms) (Amendment) Rules, 2026, GN No. 82 of 2026, published on 20 March 2026. It replaced the whole schedule of company forms. The annual return is now Form 131, formerly Form 128. Our note on the 2026 BRELA company forms explains the wider change.

Fees come from the Registrar's fee schedule made under section 458. Penalties for officers sit in section 483, headed "Fines and imprisonment, default fines and meaning of officer in default". Only the table of contents of the R.E. 2023 text could be read this session, so the rules below draw on the form and practitioner notes.

Who is affected

Zanzibar companies registered with BPRA are outside BRELA's register and file under Zanzibar law. They are covered in their own section.

Which companies must file an annual return?

All companies on BRELA's register, with no turnover or activity threshold. Three cases cause most confusion.

The branch fees differ from the local ones. A Part XII balance sheet costs TZS 600,000 to file (F0017), and late delivery costs TZS 70,000 a month or part (F0018). Our guide to foreign company registration covers the branch route.

When is the annual return due?

The return is made up to the company's return date. RSM's note describes the rule: a local company files "within 28 days after the anniversary date of its incorporation", or after the date of the last return if that return was made up to a different date. The Form 131 header asks for the date to which "the information in this return is made up".

A company incorporated on 15 March 2022 has a return date of 15 March each year and must file by 12 April. A company incorporated on 1 August has until 29 August.

The 28-day window comes from RSM's reading of the Act. We could not read the body of section 131 in the R.E. 2023 text this session, so confirm the window on ORS. The form itself states no time limit.

The return is not tied to the financial year. It carries the latest accounts the company has.

What goes into the annual return?

Form 131, "Annual Return of a Company", in GN 82 of 2026 sets the content. It is signed by a director or the secretary, who certifies that the information "is true to the best of my knowledge and belief".

Part of Form 131What to stateWhere it should come from
HeaderCompany number, full name, return dateCertificate of incorporation
Registered officeFull addressLast Form 114 filed
Company type and activitiesType of company and principal business activitiesConstitution and current operations
Location of registersAddress where the registers of members or debenture holders are kept, if not at the registered officeCompany's own records
Company secretaryName, previous names and addressRegister of directors and secretaries
DirectorsName, occupation, previous names, nationality, address, date of birth, other directorshipsRegister of directors; last Forms 213a to 213c
Issued share capitalNumber of shares and aggregate nominal value per class, total in TZSRegister of members; allotment returns
MembersNames, addresses, shares held, transfers since the last returnRegister of members and share transfer records
Charges and listsTick boxes: no charges, list of changes enclosed, or full list of members enclosedRegister of charges

A full list of members is required unless one was included with either of the last two returns. In practice, a company sends a full list at least every third year.

The return reports changes; it does not make them. Officer changes go on Forms 213a to 213c, the office on Form 114 and allotments on Form 57a, filed first. Our guide to statutory registers shows how to keep the source records in order, and our company changes service files the change forms.

Form 131 has no beneficial ownership field. Beneficial owners are filed on separate forms, covered below.

Which accounts go with the annual return?

Section 135 is headed "Accounts and other documents to be annexed to annual return". Section 170 deals separately with "Accounts and reports to be delivered to the Registrar".

RSM's note gives the working rule. All locally incorporated companies file their audited financial statements together with the annual return. The exceptions are private companies exempt from the duty to appoint auditors, and unlimited companies exempt from preparing accounts. ENS (13 March 2017) made the same point: the return is "accompanied by a copy of the audited accounts" unless the company is exempt from audit.

Section 174 provides an "Exemption from audit for qualifying private companies". We did not read its conditions this session. A dormant private company should confirm whether it qualifies before skipping an audit.

Attach the most recent accounts approved by the board and laid before members. Our guide to the annual general meeting explains how accounts are approved.

How does beneficial ownership fit with the annual return?

Beneficial ownership is a separate, event-driven duty. It does not wait for the annual return. The Companies (Beneficial Ownership) Regulations, 2023, GN No. 478 of 2023, published on 21 July 2023, set these deadlines:

GN 478 named these Forms 14b to 14f. GN 82 of 2026 renumbered them as Forms 15b to 15f, for example Form 15b, "Particulars of beneficial owners", and Form 15f, "Change of beneficial owners particulars". Each costs TZS 22,000, with TZS 2,500 a month or part if late (F0019).

Clyde & Co (24 August 2023) notes that the Registrar may extend a deadline by up to 30 days and may refuse to register share documents until beneficial ownership filings are made. Regulation 10 makes failure an offence, with a fine of TZS 5,000,000 to 10,000,000 on conviction (NEW-01-02).

Before filing the annual return, check that the beneficial ownership record on ORS matches the members on Form 131. Our guide to a missed beneficial ownership filing covers late corrections.

How do you file the annual return on BRELA ORS?

All filing is online. The BRELA Online Registration System lists "filing company related documents and annual returns" among its company services. Payment is by mobile money or at CRDB or NMB against a control number.

  1. Access the account. Sign in with the company's ORS user; a company never migrated to ORS updates its record first.
  2. Check the file. Compare ORS with the statutory registers and file any missing change forms.
  3. Complete Form 131. Select the return date and confirm or correct each section.
  4. Attach accounts. Upload the audited or exempt financial statements for the period.
  5. Pay the control number. ORS adds the filing fee and any late penalty.
  6. Keep the evidence. Save the acknowledgement and payment receipt with the minute book.

Several years in arrears are filed one return at a time, each made up to its own return date with the particulars as they stood then. Our earlier note on BRELA annual returns covers reconciling historical gaps.

What does the annual return cost?

Government fees are paid to BRELA at the official rate against a control number, which governs on the day of payment. The figures below are from the Zatra fee register at 26 September 2026.

ItemGovernment feeRegister ID
Filing an annual returnTZS 22,000F0007
Any other document delivered to the RegistrarTZS 22,000 per documentF0005
Late delivery of any documentTZS 2,500 per month or part of a monthF0006
Beneficial ownership form (15b, 15c or 15f)TZS 22,000 per form; late TZS 2,500 per month or partF0019
Perusal of a company fileTZS 5,000F0009
Restoration of a name to the registerTZS 50,000F0014
Part XII branch: filing balance sheetTZS 600,000F0017
Part XII branch: late deliveryTZS 70,000 per month or partF0018
Beneficial ownership offenceFine TZS 5,000,000 to 10,000,000NEW-01-02

The late penalty has no cap in the schedule and accrues on every late document.

What happens if a company does not file?

Four consequences follow, in rising order of cost.

Strike-off is not theoretical. On 28 September 2026 BRELA published a final notice of intention to strike off 5,277 companies under section 403(3). The notice followed Gazette No. 38 of 18 September 2026 and gives 90 days to object. Our briefing on the 5,277-company strike-off notice explains how to check the list.

A struck-off company ceases to exist as a legal person until it is restored. Restoration costs TZS 50,000 at BRELA (F0014), but the outstanding returns and penalties usually come first. Our guide to restoring a struck-off company covers the route, and our deregistration service suits a company that should close properly instead.

Relief has been granted before. KPMG reported in July 2024 that the Minister issued Notice No. 40 on 24 May 2024, waiving 50 percent of late filing fees for 12 months under section 452A. That window has closed. Do not plan on a new waiver.

Is the annual return a tax return?

No. The annual return is a company law filing with BRELA. It reports officers, members and capital. It computes no tax and is not filed with TRA.

PointBRELA annual returnTRA corporate income tax return
LawCompanies Act, Cap. 212, s.131Income Tax Act and Tax Administration Act
AuthorityBRELA, Registrar of CompaniesTanzania Revenue Authority
SystemORSTRA's online filing system
TimingWithin 28 days after the return dateWithin 6 months after the accounting year end
Main contentOffice, directors, secretary, members, sharesTaxable income and tax at 30 percent
CostTZS 22,000 (F0007)Tax assessed on income

The TRA timing and rate are from item 9.0(b) and item 1.0(a) of TRA's Taxes and Duties at a Glance 2025/26. A dormant company still files both. Our guide to the corporate income tax return covers the TRA side.

How does Zanzibar handle annual returns?

Company registration is not a Union matter. A company registered in Zanzibar is incorporated by the Business and Property Registration Agency (BPRA) under the Zanzibar Companies Act No. 15 of 2013, as the ZIPA eRegulations portal confirms. BRELA's ORS and Form 131 do not apply to it.

Since 2021, a Mainland company with a place of business in Zanzibar must register a Zanzibar subsidiary. Breakthrough Attorneys (11 October 2021) report that the Finance (Public Revenue Management) Act, 2021 added section 238(3) to the Zanzibar Act.

BPRA publishes its own company forms, including an annual return form. We could not open BPRA's site or the Zanzibar Act text this session, so the section number, the filing window and the BPRA fee are not stated here. Ask BPRA before you file.

PointMainland TanzaniaZanzibar
LawCompanies Act, Cap. 212 R.E. 2023Companies Act No. 15 of 2013, as amended in 2021
RegistrarBRELABPRA
Annual return sections.131 (formerly s.128)Confirm with BPRA
FormForm 131, GN 82 of 2026BPRA annual return form
Filing window28 days after the return dateConfirm with BPRA
FeeTZS 22,000 (F0007)Not in the register; BPRA assesses
Mainland group with Zanzibar businessFiles with BRELASeparate Zanzibar subsidiary files with BPRA

See our note on registering a Zanzibar company with BPRA.

Worked example: three years behind, a missed BO form and a dormant company

Case 1, Kilimo Bora Ltd. The company was incorporated on 15 March 2022. Its return date is 15 March and its window closes on 12 April each year. It filed its 2023 return on time, then stopped. On 31 October 2026, it files the three missing returns. The penalty below counts each month or part from the end of the 28-day window to the filing date. BRELA's system computes the official figure.

Return dateDue byMonths or part late at 31 Oct 2026Filing fee (F0007)Late penalty (F0006)Total TZS
15 March 202412 April 20243122,00077,50099,500
15 March 202512 April 20251922,00047,50069,500
15 March 202612 April 2026722,00017,50039,500
Total5766,000142,500208,500

The BO form. On 1 June 2025 a Kenyan holding company bought 40 percent of Kilimo Bora, creating an indirect beneficial owner. Form 15b was due within 30 days, by 1 July 2025. Filed on 31 October 2026, it is 16 months or part late. The cost is TZS 22,000 plus 16 × 2,500 = TZS 40,000, a total of TZS 62,000 (F0019).

The total government cost is TZS 208,500 plus TZS 62,000, or TZS 270,500. Audit fees for three years of accounts are a separate private cost.

The fees are modest; the risk is not. A conviction for the BO default could cost TZS 5,000,000 to 10,000,000 (NEW-01-02).

Case 2, Pwani Holdings Ltd, a dormant company. It was incorporated on 1 August 2023 and has never traded. Its 2026 return date is 1 August, so the return was due by 29 August 2026. The secretary files on 20 October 2026, one month and 22 days late, which is 2 months or part.

Accounts for the dormant year are attached, audited unless the company qualifies for the section 174 exemption.

What to do now

  1. Find the return date. Take the incorporation date from the certificate and diary the anniversary and the 28th day after it.
  2. Search your own file. Run a perusal on ORS (F0009) and list every return and form BRELA holds.
  3. Reconcile the registers. Match ORS against the registers of members, directors and beneficial owners, and the share transfer records.
  4. File change forms first. Lodge any missing Form 213a to 213c, Form 114, Form 57a or Form 15b to 15f before the return.
  5. Prepare the accounts. Have the latest audited accounts approved, or confirm the audit exemption in writing.
  6. File each missing year separately. Use each year's own particulars and pay each control number.
  7. Check strike-off lists. Search the September 2026 Gazette schedule and object within 90 days if the company is listed.
  8. Separate Zanzibar. File the Zanzibar subsidiary's return with BPRA, not BRELA.

Key dates and deadlines

WhenWhatBasis
Anniversary of incorporationReturn date: particulars stated as at this dateCap. 212 s.131; Form 131
Within 28 days after the return dateFile Form 131 with accounts on ORSRSM; confirm on ORS
Within 30 days of a BO eventFile Form 15b, 15c or 15fGN 478 of 2023 regs 3 to 5
Each month or part after a deadlineTZS 2,500 penalty accrues per documentF0006, F0019
18 September 2026Gazette No. 38 strike-off notice for 5,277 companiesCap. 212 s.403(3)
90 days from 18 September 2026Objection period on that notice closes; confirm the exact date with BRELABRELA notice, 28 Sep 2026

How Zatra helps

Zatra's BRELA annual returns service reconciles the registers, files change forms, prepares Form 131 and clears arrears year by year. Our beneficial ownership compliance team handles Forms 15b to 15f, and our corporate secretarial service keeps the calendar. The Compliance Renewal package, USD 900 to 1,200 a year, includes annual return filing. A Senior Advisory Session at USD 49 suits a single arrears question. Prices are on our pricing page.

Filing fees and penalties are paid to BRELA or BPRA at the official amount against a control number. These government charges are separate from Zatra's professional fee and are never marked up. Our government fees handbook lists the official figures.

BRELA decides on filings, strike-off and restoration. Zatra prepares and coordinates the file; it does not decide or guarantee any authority's outcome. Prosecution of officers, a court restoration, a dispute over share ownership or a formal legal opinion goes to an advocate on our team.

Sources and status

Accurate as at 12 October 2026. Fees are from the Zatra fee register at 26 September 2026; legal text is from the versions listed below.

Figures to confirm before you act

This article is general information based on official sources available at the date of publication. It is not legal, tax or financial advice. Laws and notices change. Verify with the issuing authority or consult Zatra before acting.

Frequently asked questions

Can a company file all its missing annual returns as one return?

No. Each return is made up to its own return date and reports the officers and members at that date. ORS treats each year as a separate filing with its own fee and penalty. Filing one return with today's details leaves the earlier years open.

Can a company change its return date?

The return date follows the incorporation anniversary or the date of the last return made up to a different date. Filing a return made up to an earlier date resets the cycle from that date. Ask BRELA before relying on this to align the return with the financial year.

Who can sign Form 131?

A director or the company secretary signs and dates the return and certifies that the information is true to the best of their knowledge and belief. A consultant may prepare and upload it through ORS, but the certification remains the officer's responsibility.

Does a newly incorporated company file a return in its first year?

The first return date is the first anniversary of incorporation. A company incorporated in October 2026 therefore files its first return in October or November 2027, within the 28-day window after that anniversary.

Can a company in liquidation stop filing annual returns?

Liquidation follows its own procedure under the Act, run by the liquidator, with its own returns and notices. Speak to the liquidator or an advocate about which filings continue. Stopping returns without a formal process exposes the company to strike-off instead.

Will a bank or TRA ask for proof of annual returns?

Often, yes. Banks running KYC reviews, tender boards and licensing authorities ask for a recent BRELA search or extract. A file with missing returns or outdated directors can delay account changes, licence renewals and tax clearance.

Does a struck-off company still owe its late annual return penalties?

If the company applies to be restored, BRELA usually expects the outstanding returns and penalties to be filed as part of the restoration file. Budget for each missing year at TZS 22,000 plus TZS 2,500 a month or part, on top of the TZS 50,000 restoration fee.

Sources & regulators

Verify before filing: Rates, forms and thresholds move by Finance Act, Government Notice and portal revision. Confirm the live schedule on the mandate-holder portal before you budget or submit. Law-firm alerts and Big Four notes are discovery only.

Brief the desk

This Insights page is orientation. BRELA annual returns is the commercial desk for the same facts. Zatra’s fee stays on its own line, separate from government, bank and regulator charges. Approvals are not guaranteed.

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Disclaimer

This article is informational orientation. It is not legal, tax or investment advice and not a government decision. Tanzanian instruments move by Act, Government Notice, Finance Act and portal revision. If a sentence here disagrees with the live mandate-holder, the mandate-holder wins. Zatra Consultants Limited does not issue licences, permits, tax clearances or approvals, and gives no assurance of any regulatory or banking outcome. Professional fees are published only on /pricing/.

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